Top1031

Velo Shelby Farms

Multifamily apartments in Memphis, TN · sponsored by Passco Companies

HistoricalLast Form D filed Aug 1, 2022 (opens in a new tab)

Velo Shelby Farms was a DST sponsored by Passco Companies that owned a multifamily apartments in Memphis, TN (267 units). Its last Form D was filed Aug 1, 2022.

How it ended

No outcome recorded · under 7 years

Last Form D filed Aug 1, 2022.

Passco Companies has 4 active offerings on record →

Key facts

Minimum investment
$25,000
From the Form D
Offering size
$51,150,000
Equity offered, per the Form D
Sold
Not reported after the first Form D (Aug 1, 2022)
Form D, Aug 1, 2022
Investors reported
3
Form D, Aug 1, 2022
Selling commissions
$4,475,625 · 8.7% of offering
Form D Item 15; the % is our arithmetic
Financing
Not in the Form D. The Form D for this offering does not say whether it carries mortgage debt.
How it is financed ↓
Offered under
Rule 506(c)
May be advertised publicly. Every buyer’s accredited status must be verified.

Figures come from SEC Form D filings unless a source is cited. Sponsor-stated figures are as reported by the sponsor; Top1031 does not independently audit them. On a 45-day clock? Find day 45 and day 180 →

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Velo Shelby Farms image

Velo Shelby Farms · Memphis, TN · Photo: arlingtonproperties.net

What did Velo Shelby Farms own?

Arlington Properties developed and built the community in 2021, adjacent to Shelby Farms Park in Memphis. 2 On November 14, 2023, Arlington announced it had sold the property to Passco Companies; the announcement gave no price and no closing date. 2 Passco's own portfolio page, stated current as of June 30, 2026, lists the property in Cordova, Tennessee, in the Memphis area. 3 The property site gives the address as 599 Velo Drive.

Reported location
Memphis, TN
Property size
267 units

How was it financed, and what did it cost to sell?

The Form D does not describe mortgage debt, and no reviewed public source names a lender or loan amount. 1 Whether the Trust holds the property with financing or all-cash is therefore not established in the public record.

Debt

Financing
Not in the Form D. The Form D for this offering does not say whether it carries mortgage debt.

Costs and terms from the Form D

Selling commissions
$4,475,625 · 8.7% of offering
Finders’ fees
$0
Paid to officers, directors and promoters
$6,221,825 · 12.1% of offering
Form D Item 16
· The filing’s note: “Passco Velo Depositor, LLC will be responsible for paying certain fees and costs of approximately $5,921,825.”
Broker-dealers named in the Form D
20 named in the Form D
Show the firms

Individual representatives named in Item 12 are not listed.

Date of first sale
Not in the Form D
Minimum investment
$25,000

Form D Item 15 and Item 16 amounts may be the issuer’s estimates; each percentage is Top1031’s arithmetic on two Form D figures. Item 16 can overlap Item 15, so Top1031 does not add them together. The issuer marked these amounts as an estimate.

What does the SEC record show?

The Trust reported a first sale on July 20, 2022, shortly before its Form D reached the SEC, and no amendment has followed. 1 The exemption it was offered under permits public advertising but requires the sponsor to verify that every buyer is an accredited investor — someone who meets the SEC's income or net-worth tests.

Legal Trust name
Passco Velo DST
SEC CIK
1940188
First Form D
Aug 1, 2022
Latest Form D
Aug 1, 2022
Filings on record
1
Offered under
Rule 506(c)
May be advertised publicly. Every buyer’s accredited status must be verified.
Source filing
Read the filings on SEC EDGAR

SEC Form D filings, newest first

FiledFormOffering amountAmount soldInvestors
Form D$51,150,000
$0
3
EDGAR

Amounts, investor counts and minimums are as filed with the SEC on Form D. The change lines are Top1031’s arithmetic between consecutive filings; a new Form D notice starts a new count.

A Form D is the notice a sponsor files when it starts raising money. A Form D filing does not mean the SEC approved, endorsed, or verified the offering.

Common questions

What happened to Velo Shelby Farms?
Velo Shelby Farms is a Historical offering. Last Form D filed Aug 1, 2022.
Where exactly is the property?
The community sits at 599 Velo Drive in Memphis, Tennessee, immediately next to Shelby Farms Park, one of the largest urban parks in the country. Passco's portfolio page lists the location as Cordova, Tennessee, a Memphis-area address for the same site.
Who runs the property day to day?
Arlington Properties, the developer, said it would retain management of the community when it announced the sale to Passco Companies on November 14, 2023. The property's leasing website currently displays Fogelman branding under "Managed By", though the reviewed materials do not establish when that relationship began.
Is there a mortgage on the property?
The Form D does not disclose mortgage debt, and no reviewed public source names a lender, a loan balance, or a loan-to-value figure. Debt terms for a DST are set out in the offering documents, which are where an investor would find them.
Could this Trust convert into a REIT interest at the end?
Nothing in the reviewed record indicates a 721/UPREIT exit — the structure in which a DST's property is contributed to a REIT's operating partnership and investors receive partnership units instead of cash. The record here shows no such conversion feature.
How many residents live there, and what type of housing is it?
It is a conventional market-rate apartment community with studio through three-bedroom floorplans offered on its leasing site. Income depends on occupancy and rent levels in the Memphis market rather than on a single tenant's credit.

In the news

Sources

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These links support the record as a whole; individual details may come from different sources.

DST interests are illiquid private securities. You may lose some or all of your investment. Distributions, tax treatment, and exit timing are not guaranteed. Review the current offering documents before investing.